EXHIBIT 10.12


                           IRREVOCABLE PROXY AGREEMENT

        NOTICE: THE PROXY PROVIDED HEREUNDER IS IRREVOCABLE FOR ITS TERM

         This IRREVOCABLE PROXY AGREEMENT (this "Agreement") is made and entered
into as of _______________, 2004, by and between Richard P. Kiphart ("Kiphart")
and Jeff Zernov ("Zernov").

                                    RECITALS

A.       Concurrently with the execution of this Agreement, Photo Control
         Corporation ("PCC") has issued to Kiphart ________ shares of PCC's
         common stock (the "Shares") pursuant to the terms and conditions of a
         Subscription Agreement dated April 15, 2004.

B.       PCC, Nature Vision, Zernov and certain other parties entered into that
         certain Merger Agreement and Plan of Reorganization dated April 15,
         2004 (the "Merger Agreement").

C.       As a condition to entering into the Merger Agreement, Zernov requested
         that Kiphart, and Kiphart agreed, appoint Zernov as Kiphart's proxy to
         vote the Shares upon the terms and conditions contained in this
         Agreement.

                                    AGREEMENT

         The parties agree as follows:

1.       Agreement to Retain Shares. Kiphart agrees not to transfer, sell,
         exchange, pledge or otherwise dispose of or encumber Shares or to make
         any offer or agreement relating thereto, at any time prior to the
         Expiration Date. As used herein, the term "Expiration Date" shall mean
         the earlier to occur of (a) such date and time Zernov has executed and
         delivered to Kiphart an instrument of termination which specifies in
         writing that this Agreement has been terminated, or (b) the second
         anniversary of this Agreement.

2.       Agreement to Vote Shares and Grant Proxy. Effective on the date hereof,
         Kiphart hereby irrevocably appoints Zernov as his true and lawful
         attorney-in-fact and proxy, with full power of substitution for and in
         his name, to vote and otherwise act with respect to the Shares, at any
         meetings of stockholders of PCC (or by written action in lieu thereof)
         and at any other time the Shares are required to or may be voted or
         acted upon. THE PARTIES ACKNOWLEDGE THAT THE PROXY PROVIDED FOR HERE IS
         IRREVOCABLE AND COUPLED WITH AN INTEREST.

3.       Representations, Warranties and Covenants of Kiphart. Kiphart
         represents, warrants and covenants to Zernov as follows:

         3.1      Ownership of Shares. Kiphart is the sole beneficial and record
                  owner and holder of the Shares, which at the date hereof and
                  at all times up until the Expiration Date, will be free and
                  clear of any liens, claims, options, charges, security
                  interests, equities, options, warrants, rights to purchase
                  (including, without limitation, restrictions on rights of
                  disposition other than those imposed by applicable securities
                  laws), third party rights of any nature or other encumbrances.

         3.2      Authority; Due Execution. Kiphart has full power and authority
                  to make, enter into and carry out the terms of this Agreement.
                  Kiphart has duly executed and delivered this Agreement and,
                  assuming the due authorization, execution and delivery of this
                  Agreement by Zernov, this Agreement constitutes a valid and
                  binding obligation of Kiphart.

4.       Termination. This Agreement shall terminate and shall have no further
         force or effect as of the Expiration Date.


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5.       Miscellaneous.

         5.1      Severability. If any term, provision, covenant or restriction
                  of this Agreement is held by a court of competent jurisdiction
                  to be invalid, void or unenforceable, then the remainder of
                  the terms, provisions, covenants and restrictions of this
                  Agreement shall remain in full force and effect and shall in
                  no way be affected, impaired or invalidated. The parties
                  further agree to replace such void or unenforceable provision
                  of this Agreement with a valid and enforceable provision that
                  will achieve, to the extent possible, the economic, business
                  and other purposes of such void or unenforceable provision.

         5.2      Binding Effect and Assignment. This Agreement and all of the
                  provisions hereof shall be binding upon and inure to the
                  benefit of the parties hereto and their respective successors
                  and permitted assigns, but, except as otherwise specifically
                  provided herein, neither this Agreement nor any of the rights,
                  interests or obligations of the parties hereto may be assigned
                  by either of the parties without prior written consent of the
                  other.

         5.3      Amendments and Modification. This Agreement may not be
                  modified, amended, altered or supplemented except upon the
                  execution and delivery of a written agreement executed by the
                  parties hereto.

         5.4      Specific Performance; Injunctive Relief. The parties hereto
                  acknowledge that Zernov will be irreparably harmed and that
                  there will be no adequate remedy at law for a violation of any
                  of the covenants or agreements of Kiphart set forth herein.
                  Therefore, it is agreed that, in addition to any other
                  remedies that may be available to Zernov upon any such
                  violation, Zernov shall have the right to enforce such
                  covenants and agreements by specific performance, injunctive
                  relief or by any other means available to Zernov at law or in
                  equity.

         5.5      Governing Law. This Agreement shall be governed by, construed
                  and enforced in accordance with, the internal laws of the
                  State of Minnesota without regard to the choice of law
                  principles thereof.

         5.6      Entire Agreement. This Agreement contains the entire
                  understanding of the parties in respect of the subject matter
                  hereof, and supersedes all prior negotiations and
                  understandings between the parties with respect to such
                  subject matter.

         5.7      Counterparts. This Agreement may be executed in several
                  counterparts, each of which shall be an original, but all of
                  which together shall constitute one and the same agreement.

         5.8      Effect of Headings. The section headings herein are for
                  convenience only and shall not affect the construction or
                  interpretation of this Agreement.

         IN WITNESS WHEREOF, Zernov and Kiphart have executed this Agreement as
of the date first written above.

"KIPHART"


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Richard P. Kiphart


"ZERNOV"


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Jeff Zernov